The Murugappa Group has a corporate governance policy that promotes the highest levels of

transparency and accountability to all stakeholders. It is a system by which all business

corporations within the Group are directed and controlled. It deals with laws, procedures,
practices and implicit rules that determine the Group company's ability to take informed
managerial decisions vis-a-vis its principal stakeholders shareholders, creditors, customers,
the state and employees.
Our corporate governance policy includes:
An independent and effective board of directors
Good audit process and reporting
Transparency
Participation of shareholders in decision making
Maximising shareholder value
Meeting social obligations
The Murugappa Group is committed to the highest standards of corporate governance in all
its activities and processes. It is one of the first Indian corporates to begin the process of
transformation from being a family-owned business to a professionally managed
organisation.
In January 2004, on attaining the age of retirement, M V Subbiah a family member
relinquished his office and ceased to be part of the Murugappa Corporate Board (MCB). This
was the logical conclusion of a process of transformation that began in November 1999,
when the Murugappa Corporate Board (MCB) was formed with family members and three
independent directors. The various businesses were entrusted to competent professional
CEOs from outside the family.
In April 2001, Subbiah stepped down as Chairman and handed over the reins to N S
Raghavan, a non-family professional who became the Non-Executive Chairman of the
Murugappa Corporate Board. In October 2002, yet another professional P S Pai took
over from Raghavan as Executive Chairman. On completion of his tenure, P S Pai handed
over charge to M A Alagappan, Vice Chairman and Director Strategy. M A Alagappan
assumed the office of Executive Chairman of Murugappa Group on 25 October 2006.
Effective the same date, A Vellayan, Director Marketing took over as Vice Chairman and
Director - Strategy. Subsequently, on 1 November 2009, A Vellayan succeeded MA
Alagappan as the Executive Chairman and M M Murugappan took over as the Vice Chairman
of the Group.
The Murugappa Group's disclosure norms are ahead of Indian standards and are moving
towards international practices. The boards of Group companies comprise eminent
individuals from various disciplines, more than half being independent directors.
Each board has an audit committee, where directors, management and auditors deal with
matters relating to financial reporting obligations, internal controls, review of accounting
policies, and management of financial risks. It monitors compliance with laws, regulations
and its own code of business conduct. The scope of the activities of the audit committee
includes all matters set out in Clause 49 of the listing agreements with the stock exchanges,
read with Section 292A of the Companies Act, 1956.
The shareholders / investors grievance committee handles redress of shareholder and investor
complaints like transfer of shares, non-receipt of balance sheet, and non-receipt of declared
dividends. It usually meets four times a year.
The remuneration and nomination committee recommends the salary (including annual